Shareholder at the firm Baker, Donelson, Bearman, Caldwell & Berkowitz, PC
Areas of Practice
Business Law; Business Start-Ups; E-Commerce; Technology Law; Copyrights and Media Licensing; Computer Law; Software Licensing; Internet Law; Outsourcing; Technology Contracts; Technology and Science; Entertainment Law; New Media Law; Commercial Law; Corporate Law; Contracts; Mergers and Acquisitions; Business Development; Business Transactions; Emerging Business Law; Emerging Growth Companies; Entrepreneurial Business Law; Strategic Alliances; Intellectual Property
Admitted
1982, Tennessee
Law School
University of Tennessee at Knoxville, J.D., 1982
College
Vanderbilt University (B.A., 1973; M.S., 1978)
Membership
Nashville, Tennessee and American Bar Associations.
Biography
Moot Court Board, 1981-1982. Tennessee Law Review, 1980-1982. Selected as one of the top ten Corporate Attorneys in Nashville/Middle Tennessee by the Nashville Business Journal ("Best of the Bar" 2006). Listed in The Best Lawyers in America, Information Technology Law and Technology Law. Recipient: Nashville Bar Foundation Contributor of the Year Award, Nashville Bar Journal, 2007-2008. Author: "Doing Business Online: Travails and Conflicts (Ts&Cs) in Online Agreements," Nashville Bar Journal (November, 2009); "Joint Development Agreements: A Line by Line Analysis," Aspatore Press (2009); "Security Interests in IP," Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007 and 2009); "Open-Source Software and IP," Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007 and 2009); "Georgia Intellectual Property and Technology Transactions," Forms and Practice Manual, Data Trace Publishing Company (2008); "Patent License Agreements Line by Line: A Detailed Look at Patent License Agreements and How to Change Them to Meet Your Needs," Aspatore Publishing Company (2008); "I Want My Hannah Montana! The Regulation of Ticket Sales in Tennessee," Nashville Bar Journal (July 2008); "The Top Five Tips Every Technology Executive Needs to Know About Sarbanes-Oxley," ExecBlueprints (January 2008); "When a Million Dollars Just Isn't Enough," Financier Worldwide (December 2007); "Employee Fraud," Nashville Bar Journal (December 2007); Frey on Technology Transactions: Tennessee Forms and Practice Manual, Data Trace Publishing, 2007; "Understanding the Goals of the Technology Client," Technology Law Client Strategies: Leading Lawyers on Strategizing for Cases, Resolving Disputes & Effectively Working with Clients (Inside the Minds), Aspatore Inc., 2007; "Technology Licensing Strategies," Technology Law Client Strategies: Leading Lawyers on Structuring Agreements, Negotiating Value and Capitalizing on Intellectual Property (Inside the Minds),Aspatore Inc., 2007; "Minimizing Outsourcing Risk," Counsel to Counsel (April 2007); "Collagen Biosynthesis by Cultured Chinese Hamster Lung Cells - Cell-free Synthesis of Pro-collagen Alpha Chains," 17(5) Biochemistry 864-868, 1978; "A Heuristic Set Covering Based System for Air Crew Scheduling," Proceedings of American Institute of Decision Sciences, 1979; "Torts-Wrongful Life-Infant's Right to Sue for Negligent Genetic Counseling" 48 Tennessee Law Review 493, 1981; "New Reproductive Technologies: The Legal Problem and a Solution" 49 Tennessee Law Review 303, 1982; "Legal Database Research: A Cost/Benefit Analysis," 10 Legal Economics 32, 1984; "Sink or Swim," 40 Tennessee Bar Journal No. 7, 14, 2004; "Thinking Like a (Business) Lawyer," 5 Nashville Bar Journal No. 9, 16, 2005; "The Day Tennessee Changed the U.S. Constitution," 6 Nashville Bar Journal No. 1, 12, 2006; "The Third Wave: The Tsunami Effect of Sarbanes-Oxley," Financier Worldwide, May 2006; "Outsourcing In 2007-The Year The Bubble Bursts?," Financier Worldwide (January 2007). Co-author: Application Service Provider/Software as Service Agreements,Aspatore Inc., 2007; Security Interests in IP," Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007-2008); "Open-Source Software and IP," Intellectual Property Deskbook for the Business Lawyer, American Bar Association Business Division (2007-2008); "Don't Call, e-Mail, Fax: The Consumer Advertising Labyrinth," Tennessee Bar Journal, April 2007; "The Man Who Would Be King," Nashville Bar Journal, August 2006; "eBay, eCommerce, eLaws," Tennessee Bar Journal, August 2006. Speaker: "Selecting a Vendor: RFPs and Responses to RFPs," Lorman Education Services Webcast, 2008; "Understanding and Writing Purchasing Agreements," Lorman Education Services Webcast, 2008; "Drafting Clear and Enforceable Contracts," Lorman Education Services Webcast, 2008; "Purchasing Contract Administration," Lorman Education Services Webcast 2008; "Keys to Drafting Strategic Commercial Contracts," National Constitution 12 Center Webcast, 2008; "Drafting Application Service Provider Contracts," National Constitution Center Webcast, 2008; "Fair Use of Copyrighted Materials," Chicago Bar Association, 1995; "Digital Content Rights Management," PC Forum, 1995; "Defining Needs in Electronic Commerce," Interactive Multimedia Association Forum on Technology-Based Intellectual Property Management, 1996; "Copyright Concerns in Internet Publishing," Internet World, 1995; "Developing Copyright Management Systems Standards for the National Information Infrastructure," American National Standards Institute, 1994; "Cost Centers and Measures in Networked Information," Coalition for Networked Information, 1995; "Legal Considerations in Electronic Agreements," Society of Scholarly Publishers, 1994; "Overcoming Barriers to Electronic Document Exchange," National Federation of Abstracting & Information Services, 1997; "New Proposals and Perspectives for Electronic Commerce," Library of Congress Forum on Technology- Based Intellectual Property Management, 1997; "Copyright Management," National Online, 1998; "Information Commerce in the Digital Marketplace," Internet Expo, 1996; "Forget About Negotiating with the Vendor (How Do I Deal with Everyone on My Side of the Deal?)," Caucus - The Annual Meeting of Association of Technology Procurement Professionals, 2005. Instructor: Corporations, Southeastern Paralegal Institute, 1984- 1987; Corporations and Legal Research & Writing, Vol State Community College, 1991- 1992; Copyright and Advanced Media Licensing, Franklin Pierce Law School, 1998-1999; Officer and Director: Interactive Multimedia Association, 1994-1997. US Representative to IMPRIMATUR (three year European Union funded project to development international test bed for trading Intellectual Property rights via the Internet), 1994-1997. Chairperson, Third Annual Digital Publishing Symposium, 1996. Chairperson, Procurement Law: Fundamentals of the Corporate Acquisition Process, 2006. Chairperson, Technology Law: The Fundamentals and More, 2006. Fellow: Nashville Bar Foundation.
Transactions
Counsel to the New England headquarters location of a Fortune 100 financial services company, providing support for technology and corporate procurement transactions; Counsel to multiple divisions of a Fortune 10 company located across the US, providing support for information technology, technology licensing, and healthcare technology transactions (selected as preferred provider through competitive bid process); Counsel to the California headquarters location of a Fortune 200 information technology company, providing legal support for its national sales, licensing, and consulting transactions and its national strategic partnerships (selected as preferred provider through competitive bid process); Represented a New York-based Fortune 500 luxury products company in international, enterprise-wide licensing of business-critical software applications; Developed new procurement program for the multi-million dollar annual spend of a Connecticut-based Fortune 100 company (including contracts, playbooks, and onsite training of staff and outsourced vendor); Represented one of world's fastest growing private companies in asset acquisition of biotechnology (genomics) division of a publicly traded U.S. company and subsequent global licensing of genomics products by its Maryland-based US operation; Lead counsel for $400M comprehensive information technology infra-structure outsourcing by U.S. operations of international auto manufacturer to multiple vendors; Represented multiple eCommerce and online commerce clients throughout Northeast, including companies providing HIPPA-compliant ASP-based medical billing and PCI-compliant payment clearinghouse functions to some of the largest payment processors in the US; Represented Hartford, Connecticut-based Fortune 500 company in outsourcing of disaster recovery operations and compliance functions, developed procurement/compliance risk assessment model for company that was implemented on an enterprise-wide level; Responsible for the development of one of the first digital rights licensing systems through consensus negotiations within the publishing industry and Fortune 500 corporate user representatives, system currently in use by over 90% of the Fortune 100; pioneer in Digital Rights Management Systems (DRMS), including project management for international launch of a proprietary DRMS and management responsibility for monetization of the DRMS patent portfolio of a publicly-traded company; Counsel to independent film companies, providing legal support from concept and funding through distribution.
Born
Nashville, Tennessee, March 13, 1951
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